S-8

As filed with the Securities and Exchange Commission on June 16, 2014

File No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________________________

ULURU Inc.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA	41-2118656
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4452 Beltway Drive

Addison, Texas 75001

(Address of Principal Executive Offices) (Zip Code)

____________________________________

ULURU INC. 2006 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

____________________________________

Terrance K. Wallberg

Chief Financial Officer

ULURU Inc.

4452 Beltway Drive

Addison, Texas 75001

(Name and Address of Agent For Service)

(214) 905-5145

Telephone Number, Including Area Code, of Agent for Service

____________________________________

Copies to:

Bryan T. Allen, Esq.

Parr Brown Gee & Loveless

101 South 200 East, Suite 700

Salt Lake City, Utah  84111

(801) 532-7840

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount Of Registration Fee (3)
Common Stock,  $0.001 par value	1,000,000	$1.42	$1,420,000	$182.90

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate number of additional shares of common stock that may be offered or issued in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock under those plans, or other similar event.

(2) Estimated solely for purposes of computing the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of ULURU’s Common Stock, $0.001 par value per share (the “Common Stock”), reported on the OTCQB on June 9, 2014.  It is not known how many of these shares will be purchased or at what price.

(3) The amount of registration fee is calculated at the rate of $128.80 per $1,000,000.

Pursuant to Rule 429 promulgated under the Securities Act of 1933, as amended, the prospectus relating to this Registration Statement is a combined prospectus that relates also to the Registration Statement on Form S-8 (File No. 333-141576) previously filed by ULURU on March 26, 2007, which registers 133,333 shares of Common Stock, to the Registration Statement on Form S-8 (File No. 333-143373) previously filed by ULURU on May 30, 2007, which registers 266,667 shares of Common Stock, to the Registration Statement on Form S-8 (File No. 333-164560) previously filed by ULURU on January 28, 2010, which registers 200,000 shares of Common Stock, to the Registration Statement on Form S-8 (File No. 333-168138) previously filed by ULURU on July 16, 2010, which registers 200,000 shares of Common Stock, to the Registration Statement on Form S-8 (File No. 333-182402) previously filed by ULURU on June 28, 2012, which registers 400,000 shares of Common Stock, and to the Registration Statement on Form S-8 (File No. 333-189683) previously filed by ULURU on June 28, 2013, which registers 600,000 shares of Common Stock.  An aggregate filing fee for such prior Registration Statements, in the amounts of $307.00, $581.00, $44.00, $25.00, $12.00, and $35.00 respectively, were previously paid with respect to such shares.

__________________________________________________________________________________

EXPLANATORY NOTE

In accordance with General Instruction E of Form S-8, ULURU, Inc. (the “ULURU” or the “Registrant”) is registering the Securities Act of 1933, as amended (the “Securities Act”) 1,000,000 additional shares of common stock issuable by ULURU under ULURU’s 2006 Equity Incentive Plan, as amended by an amendment approved by the stockholders on May 8, 2007 in order to increase the authorized number of authorized shares to 400,000 shares, an amendment approved by the stockholders on December 17, 2009 to increase the authorized number of shares issuable under the Plan to 600,000 shares, an amendment approved by the stockholders on June 15, 2010 to increase the authorized number of shares issuable under the Plan to 800,000 shares, an amendment approved by the stockholders on June 14, 2012 to increase the authorized number of shares issuable under the Plan to 1,200,000 shares, an amendment approved by the stockholders on June 13, 2013 to increase the authorized number of shares issuable under the Plan to 1,800,000 shares, and an amendment approved by the stockholders on June 5, 2014 to increase the authorized number of shares issuable under the Plan to 2,800,000 shares (the “Plan”).

ULURU currently has effective registrations statement filed on Form S-8 relating to the Plan that register securities of the same class as those being registered herewith.  The Registrant incorporates by reference the Registration Statement on Form S-8 (File No. 333-141576) previously filed March 26, 2007, the Registration Statement on Form S-8 (File No. 333-143373) previously filed on May 30, 2007, the Registration Statement on Form S-8 (File No. 333-164560) previously filed on January 28, 2010, the Registration Statement on Form S-8 (File No. 333-168138) previously filed on July 16, 2010, the Registration Statement on Form S-8 (File No. 333-182402) previously filed on June 28, 2012, and the Registration Statement on Form S-8 (File No. 333-189683) previously filed on June 28, 2013, each of which is made a part hereof.  Pursuant to General Instruction E from Form S-8, ULURU hereby incorporates by reference the contents of such registration statements.

All share amounts in this Registration Statement on Form S-8 have been retroactively adjusted to reflect the effect of our reverse stock split, on a 15 for 1 basis, effected on June 29, 2011.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

ULURU incorporates by reference the documents listed below and any future filings ULURU will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

§	Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 31, 2014, File No. 001-33618;
§	Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed on May 15, 2014, File No. 001-33618;
§	Current Report on Form 8-K filed on June 6, 2014, File No. 001-33618; and
§	the description of ULURU’s common stock, par value $0.001 per share, contained in ULURU’s Registration Statement on Form SB-2 filed with the SEC under Section 12 of the Exchange Act on December 15, 2006, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the ULURU pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

You may request a copy of these filings at no cost (other than exhibits unless those exhibits are specifically incorporated by reference herein) by writing or telephoning us at the following address:

ULURU Inc.

Attn: Investor Relations

4452 Beltway Drive

Addison, Texas  75001

(214) 905-5145

Item 6. Indemnification of Directors and Officers

The Nevada Revised Statutes and the Registrant's Restated Articles of Incorporation and Amended and Restated Bylaws provide that, in the case of an action not brought by or in the right of ULURU, ULURU may indemnify its officers and directors and certain other persons against expenses (including attorneys fees, judgments, fines and amounts paid for settlement) incurred in connection with actions or proceedings brought against them by reason of their serving or having served as officers, directors or in other capacities. ULURU may not, however, indemnify such persons in any such actions in which it is determined that they have not acted in good faith, did not reasonably believe their actions were in the Registrant’s best interest or, in criminal matters, had reason to believe their conduct was unlawful.

In the case of an action brought by or in the right of ULURU, ULURU may indemnify its officers and directors and certain other persons against expenses (including attorneys fees, judgments, fines and amounts paid for settlement) incurred in connection with actions or proceedings brought against them by reason of their serving or having served as officers, directors or in other capacities. ULURU may not, however, indemnify such persons in any such actions in which it is determined that they have not acted in good faith, did not reasonably believe their actions were in ULURU’s best interest or have been found to be liable to ULURU (unless the deciding court determines that, notwithstanding such liability, any such person is fairly entitled to indemnity in light of all relevant circumstances).

To the extent an officer, director or certain other person is successful on the merits in defense of any action referred to above; ULURU is required to indemnify such person against any expense reasonably incurred by them in connection with the defense.

ULURU's procedure for authorizing an indemnification claim, and certain limitations of such indemnification and advancement of expenses, are as set forth in Section 78.751 of the Nevada Revised Statutes, and are amended from time to time as such statute is amended.

ULURU has entered into indemnification agreements with each of its officers and directors. These agreements, among other things, require ULURU to indemnify each officer and director to the fullest extent permitted by Nevada law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by each officer and director in any action or proceeding, including any action or proceeding by or in right of ULURU, arising out of the person’s services as an officer and director.

ULURU maintains directors and officers liability insurance, subject to various exclusions.

Item 8. Exhibits.

The following exhibits are filed as part of or incorporated by reference into this Registration Statement:

Exhibit Number		Description of Document
3.1		Restated Articles of Incorporation dated November 5, 2007 (7)
3.2		Amended and Restated Bylaws dated December 5, 2008 (8)
4.1		ULURU Inc. 2006 Equity Incentive Plan (1)
4.2		Form of ULURU Inc. 2006 Equity Incentive Plan Incentive Stock Option Agreement (1)
4.3		Form of ULURU Inc. 2006 Equity Incentive Plan Nonstatutory Stock Option Agreement (1)
4.4		Form of ULURU Inc. 2006 Equity Incentive Plan Restricted Stock Grant Agreement (1)
4.5		First Amendment to ULURU Inc. 2006 Equity Incentive Plan (2)
4.6		Second Amendment to ULURU Inc. 2006 Equity Incentive Plan (3)
4.7		Third Amendment to ULURU Inc. 2006 Equity Incentive Plan (4)
4.8		Fourth Amendment to ULURU Inc. 2006 Equity Incentive Plan (5)
4.9		Fifth Amendment to ULURU Inc. 2006 Equity Incentive Plan (6)
5.0	**	Sixth Amendment to ULURU Inc. 2006 Equity Incentive Plan
5.1	**	Opinion of Parr Brown Gee & Loveless, PC
23.1	**	Consent of Lane Gorman Trubitt, PLLC
23.2	**	Consent of Parr Brown Gee & Loveless, PC (included in Exhibit 5.1)
24	**	Power of Attorney (included on the signature page of this Registration Statement)
----------------------
	(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed on March 26, 2007 (File No. 333-141576).
	(2)	Incorporated by reference to the Registrant’s Form S-8 filed on May 30, 2007 (File No. 333-143373).
	(3)	Incorporated by reference to the Registrant’s Form S-8 filed on January 28, 2010  (File No. 333-164560).
	(4)	Incorporated by reference to the Registrant’s Form S-8 filed on July 16, 2010 (File No. 333-168138).
	(5)	Incorporated by reference to the Registrant’s Form S-8 filed on June 28, 2012 (File No. 333-182402).
	(6)	Incorporated by reference to the Registrant’s Form S-8 filed on June 28, 2013 (File No. 333-189683).
	(7)	Incorporated by reference to the Registrant’s  Form 8-K filed on November 6, 2007 (File No. 001-33618).
	(8)	Incorporated by reference to the Registrant’s Form 8-K filed on December 11, 2008 (File No. 001-33618).
	**	Filed herewith.

Item 9. Undertakings

Item 9.  Undertakings.

(a)           The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement to:

(i)           Include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)           To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the Registration Statement;

(iii)           Include any additional or changed information on the plan of distribution.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities that remains unsold at the termination of the offering.

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is contrary to public policy as expressed in the Securities Act and, therefore, is unenforceable.In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director, officer or controlling person of the company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Addison, State of Texas, on this 16th day of June, 2014.

	ULURU Inc.
Date: June 16, 2014	By:	/s/ Kerry P. Gray
		Kerry P. Gray, Chief Executive Officer
		Principal Executive Officer
Date: June 16, 2014	By:	/s/ Terrance K. Wallberg
		Terrance K. Wallberg, Chief Financial Officer
		Principal Accounting Officer

POWER OF ATTORNEY

We, the undersigned directors of ULURU Inc., hereby severally constitute and appoint Kerry P. Gray and Terrance K. Wallberg, and both or either one of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any subsequent Registration Statements pursuant to Rule 462 of the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of ULURU and in the capacities and on the dates indicated.

Date	Signature	Title
Date: June 16, 2014	/s/ Jeffrey B. Davis
	Jeffrey B. Davis	Director
Date: June 16, 2014	/s/ Kerry P. Gray
	Kerry P. Gray	Director
Date: June 16, 2014	/s/ Helmut Kerschbaumer
	Helmut Kerschbaumer	Director
Date: June 16, 2014	/s/ Klaus Kuehne
	Klaus Kuehne	Director

EXHIBIT INDEX

The following exhibits are filed as part of or incorporated by reference into this Registration Statement:

Exhibit Number		Description of Document
3.1		Restated Articles of Incorporation dated November 5, 2007 (7)
3.2		Amended and Restated Bylaws dated December 5, 2008 (8)
4.1		ULURU Inc. 2006 Equity Incentive Plan (1)
4.2		Form of ULURU Inc. 2006 Equity Incentive Plan Incentive Stock Option Agreement (1)
4.3		Form of ULURU Inc. 2006 Equity Incentive Plan Nonstatutory Stock Option Agreement (1)
4.4		Form of ULURU Inc. 2006 Equity Incentive Plan Restricted Stock Grant Agreement (1)
4.5		First Amendment to ULURU Inc. 2006 Equity Incentive Plan (2)
4.6		Second Amendment to ULURU Inc. 2006 Equity Incentive Plan (3)
4.7		Third Amendment to ULURU Inc. 2006 Equity Incentive Plan (4)
4.8		Fourth Amendment to ULURU Inc. 2006 Equity Incentive Plan (5)
4.9		Fifth Amendment to ULURU Inc. 2006 Equity Incentive Plan (6)
5.0	**	Sixth Amendment to ULURU Inc. 2006 Equity Incentive Plan
5.1	**	Opinion of Parr Brown Gee & Loveless, PC
23.1	**	Consent of Lane Gorman Trubitt, PLLC
23.2	**	Consent of Parr Brown Gee & Loveless, PC (included in Exhibit 5.1)
24	**	Power of Attorney (included on the signature page of this Registration Statement)
----------------------
	(1)	Incorporated by reference to the Registrant’s Registration Statement on Form S-8 filed on March 26, 2007 (File No. 333-141576).
	(2)	Incorporated by reference to the Registrant’s  Form S-8 filed on May 30, 2007 (File No. 333-143373).
	(3)	Incorporated by reference to the Registrant’s Form S-8 filed on January 28, 2010  (File No. 333-164560).
	(4)	Incorporated by reference to the Registrant’s Form S-8 filed on July 16, 2010 (File No. 333-168138).
	(5)	Incorporated by reference to the Registrant’s Form S-8 filed on June 28, 2012 (File No. 333-182402).
	(6)	Incorporated by reference to the Registrant’s Form S-8 filed on June 28, 2013 (File No. 333-189683).
	(7)	Incorporated by reference to the Registrant’s  Form 8-K filed on November 6, 2007 (File No. 001-33618).
	(8)	Incorporated by reference to the Registrant’s Form 8-K filed on December 11, 2008 (File No. 001-33618).
	**	Filed herewith.

EX-5.0

EXHIBIT 5.0

ULURU Inc.

SIXTH AMENDMENT

TO THE

2006 EQUITY INCENTIVE PLAN

WHEREAS, 1,800,000 shares of Common Stock, par value $0.001 per share, of ULURU Inc., a Nevada corporation (the “Company”), are currently reserved under the Company’s 2006 Equity Incentive Plan (the “Plan”); and

WHEREAS, the stockholders of the Company voted on June 5, 2014 during the Company’s annual stockholders meeting to approve and authorize this Sixth Amendment to the Plan, pursuant to which the number of shares reserved under the Plan shall be increased as set forth herein.

NOW THEREFORE, the Plan is hereby amended as follows:

In Section 1.3 of the Plan, the number “1,800,000” is hereby deleted and replaced with the number “2,800,000.”

Except as expressly set forth above, all of the terms and provisions of the Plan shall remain in full force and effect and all references to the Plan shall hereinafter be deemed to be references to the Plan as amended by this Sixth Amendment.

/s/ Terrance K. Wallberg

Terrance K. Wallberg

Vice President, Chief Financial Officer, Secretary & Treasurer

EX-5.1

Exhibit 5.1

Parr Brown Gee & Loveless, PC

185 South State Street, Suite 800

Salt Lake City, Utah  84111

 June 16, 2014

The Board of Directors

ULURU Inc.

4452 Beltway Drive

Addison, Texas 75001

Re: Registration Statement on Form S-8 filed by ULURU Inc., a Nevada corporation (the “Company”) with respect to the ULURU Inc. 2006 Equity Incentive Plan, as amended by the First Amendment to the 2006 Equity Incentive Plan, the Second Amendment to the 2006 Equity Incentive Plan, the Third Amendment to the 2006 Equity Incentive Plan, the Fourth Amendment to the 2006 Equity Incentive Plan, the Fifth Amendment to the 2006 Equity Incentive Plan and the Sixth Amendment to the 2005 Equity Incentive Plan (the “Plan”)

Gentlemen:

We refer you to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed under the Securities Act of 1933, as amended, for registration of the additional 1,000,000 shares of common stock, $0.001 par value, of the Company (the “Shares”) authorized pursuant to the Sixth Amendment to the 2006 Equity Incentive Plan (the “Amendment”), all of which the Company has represented are reserved for future grants under the Plan.

In connection with this opinion letter, we have examined and relied upon copies of the following documents, together with such other documents as we deemed necessary or advisable to render the opinions herein expressed: (i) the articles of incorporation and bylaws of the Company as are currently in effect; (ii) a certificate of the Company as to certain factual matters, including the adoption of certain resolutions of the board of directors and shareholders; (iii) certificates and reports of various state authorities and public officials; and (iv) the Plan.

In our examinations we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents and completeness of all documents submitted to us as certified or photostatic, facsimile or electronic copies and the authenticity of the originals of such certified or copied documents. We have further assumed that all awards made under the Plan will be made pursuant to the Plan in full accordance with the terms and conditions of the Plan and that the Plan and any award agreements have been or will be duly executed and delivered by the parties and are valid and legally binding on the parties.  As to certain matters expressed herein, we have relied upon and assumed the accuracy and completion of certificates and reports of various state authorities and public officials and of the Company.

In rendering our opinions hereinafter stated, we have relied on the applicable laws of the State of Nevada, as those laws presently exist and as they have been applied and interpreted by courts having jurisdiction within the State of Nevada.  We express no opinion as to the laws of any state other than the State of Nevada.

Based upon the foregoing and in reliance thereon and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

The Shares have been duly authorized and will be, when issued and delivered pursuant to the terms of the Plan, the applicable award agreement and the prospectus incorporated into the Registration Statement, and upon payment of the exercise price therefor and satisfaction of other requisite consideration, validly issued, fully paid and nonassessable.

This opinion letter speaks as of its date.  We disclaim any express or implied undertaking or obligation to advise of any subsequent change of law or fact (even though the change may affect the legal analysis or a legal conclusion in this opinion letter).  This opinion letter is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly stated herein.  We consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Very truly yours,

/s/ Parr Brown Gee & Loveless, PC

PARR BROWN GEE & LOVELESS, PC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated March 31, 2014 on our audits of the consolidated financial statements of ULURU Inc. as of and for the years ended December 31, 2013 and 2012, in this Registration Statement (Form S-8) and related Prospectus of ULURU Inc. for the registration of 1,000,000 shares of its common stock.

/s/ Lane Gorman Trubitt, PLLC

Lane Gorman Trubitt, PLLC

Dallas, Texas

June 16, 2014